Introduction
Modern Financial Markets
Securities Markets
Federal Securities Laws
Role of the SEC
Forces of Change at Work in Today's Securities Markets
Definition of "Security"-Scope of Statutory Definition of Security
The Howey Test
Role of the "Context Clause"
Sale of Business Doctrine
Promissory Notes
LLC as Security
Public Offerings and the Registration Process under [section] 5 of the 1933 Act - The Modern Underwriting Process
Overview of the Regulating Framework of [section] 5 of the 1933 Act
Jurisdictional Underpinnings of the 1933 Act
Pre-Filing Period
Waiting Period
Post-Effective Period
Preparing the Registration Statement and the SEC's System of Integrated Disclosure
Shelf Registration Procedures
SEC's New Public Offering
Reform Rules-Introduction
Reforms that Apply to All Issuers
Reforms that Apply to Communications Made in the IPO Context, Changes to Prospectus Delivery Obligations
Changes to Scope of Civil Liability Under the 1933 Act
Reforms that Apply to Public Offerings by Well-known Seasoned Issuers
Reforms that Apply to Public Companies Other than WKSIs
Off-shore Public Offerings
SEC's Disclosure Policy and Theorites of Materality-Line Item Disclosure and the Concept of Materiality
Issuer's Exemptions from [section] 5
Registration Obligation-Distinguish two types of exemptions set forth in the 1933 Act, Section 3(a)(11)
Section 4(2)
Scope of Regulation D
Rule 506 Safe Harbor for Private Placements
The Limited Offering Exemptions
Other [section] 3(b) Exemptions
[Section] 4(6)
Resales of Securities by Non-Issuers-General Background
Selling for an Issuer in Connection with a Distribution
Purchasing Securities from an Issuer With a View to Distribution
Scope of Protection Offered by Rule 144
Express Civil Liability Provisions of the 1933 Act
Introduction, Fraud Remedy, Recission Remedy.